SONX Sonendo Inc

As filed with the Securities and Exchange Commission on March 11, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Sonendo, Inc.

(Exact name of registrant as specified in its charter)

Delaware		20-5041718
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
26061 Merit Circle, Suite 102 Laguna Hills, CA		92653
(Address of Principal Executive Offices)		(Zip Code)

2021 Incentive Award Plan

Sonendo, Inc. 2021 Employee Stock Purchase Plan

(Full title of the plan)

Bjarne Bergheim

President and Chief Executive Officer

26061 Merit Circle, Suite 102

Laguna Hills, CA 92653

(Name and address of agent for service)

 

(949) 766-3636

(Telephone number, including area code, of agent for service)

Copy to:

Michael Sanders

William D. Davis II

Reed Smith LLP

1901 Avenue of Stars, Suite 700

Los Angeles, CA 90067-6078

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

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EXPLANATORY NOTE

Sonendo, Inc. (the “Registrant”) is filing with the Securities and Exchange Commission (the “Commission”) this registration statement on Form S-8 (this “Registration Statement”) for the purpose of registering an additional 3,177,373 shares of its common stock, par value $0.001 per share (the “Common Stock”), to be issued pursuant to the Registrant’s 2021 Incentive Award Plan (the “2021 Incentive Plan”) and an additional 635,474 shares of Common Stock to be issued pursuant to the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which Common Stock is in addition to the shares of Common Stock already issuable under the 2021 Incentive Plan and the shares of Common Stock already issuable under the 2021 ESPP as registered on the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2021 (File No. 333-260680), the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 23, 2022 (File No. 333-263803) and the Registrant’s Registration Statement on Form S-8 filed with the Commission on March 8, 2023 (File No. 333-270367) (the “Prior Registration Statements”). These additional shares of Common Stock have been reserved for issuance as a result of the operation of the “evergreen” provisions in the 2021 Incentive Plan and the 2021 ESPP, which provide that the total number of shares subject to such plan will be increased each year pursuant to a specified formula.

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and it is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

In this registration statement, Sonendo, Inc. is sometimes referred to as “Registrant,” “we,” “us” or “our.”

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by Sonendo, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

(a) Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Commission on March 11, 2024;

(b) Registrant’s Current Report on Form 8-K filed with the Commission on February 14, 2024, March 5, 2024 and March 8, 2024; and

(c) The description of the Registrant’s Common Stock which is contained in a Registration Statement on Form 8-A filed with the Commission on October 28, 2021 (File No. 001-40988) under the Exchange Act of 1934, as amended (the “Exchange Act”), as updated by the description of the Registrant’s capital stock contained in Exhibit 4.11 to the Registrant’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2021, and any amendment or report filed for the purpose of updating such description.

All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement that indicates that all of the shares of Common Stock offered have been sold or that deregisters all of such shares then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be

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deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Under no circumstances will any information filed under current Items 2.02 or 7.01 of Form 8-K, and exhibits furnished on such form that relate to such items, be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 8. Exhibits.

Reference is made under this Item 8 to the Exhibit Index included in this Registration Statement.

 

Exhibit Index

Exhibit Number		Exhibit Description

 

4.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K (File No. 001-40988) filed with the Commission on November 2, 2021)
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K (File No. 001-40988) filed with the Commission on November 2, 2021)
4.3		Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A (File No. 333-260136), filed with the Commission on October 25, 2021)

 

4.13		Description of Common Stock (incorporated by reference to Exhibit 4.11 to the Annual Report on Form 10-K (File No. 001-40988) filed with the Commission on March 8, 2023)
5.1		Opinion of Reed Smith LLP

 

23.1		Consent of Independent Registered Public Accounting Firm
23.2		Consent of Reed Smith LLP (reference is made to Exhibit 5.1).
24.1		Power of Attorney (reference is made to the signature page hereto).

 

99.1		Sonendo, Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.12 to the Registrant’s registration statement on Form S-1/A (File No. 333-260136), filed with the Commission on October 25, 2021)
99.2		Form of Restricted Stock Unit Agreement pursuant to 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.12.1 to the Registrant’s registration statement on Form S-1/A (File No. 333-260136), filed with the Commission on October 25, 2021)

 

99.3		Form of Option Agreement pursuant to 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.12.2 to the Registrant’s registration statement on Form S-1/A (File No. 333-260136), filed with the Commission on October 25, 2021)

 

99.4		Sonendo, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s registration statement on Form S-1/A (File No. 333-260136), filed with the Commission on October 25, 2021)

 

107		Filing Fee Table

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Laguna Hills, State of California, on this 11th day of March, 2024.

Sonendo, Inc.
By:		/s/ Bjarne Bergheim
Name:		Bjarne Bergheim
Title:		President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Sonendo, Inc., hereby severally constitute and appoint Bjarne Bergheim and Michael P. Watts, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name		Title		Date
/s/ Bjarne Bergheim		President, Chief Executive Officer and Director		March 11, 2024
Bjarne Bergheim		(principal executive officer)
/s/ Michael P. Watts		Chief Financial Officer		March 11, 2024
Michael P. Watts		(principal financial and accounting officer)
/s/ Anthony P. Bihl III		Director		March 11, 2024
Anthony P. Bihl III
/s/ Carolyn Beaver		Director		March 11, 2024
Carolyn Beaver
/s/ Olav Bergheim		Director		March 11, 2024
Olav Bergheim
/s/ Karen McGinnis		Director		March 11, 2024
Karen McGinnis
/s/ Raj Pudipeddi		Director		March 11, 2024
Raj Pudipeddi
/s/ Sadie Stern		Director		March 11, 2024
Sadie Stern

 

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Exhibit 5.1

 

March 11, 2024

Sonendo, Inc.

26061 Merit Circle, Suite 102

Laguna Hills, CA

Ladies and Gentlemen:

We have acted as counsel to Sonendo, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company on the date hereof of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offer and sale of up to 3,177,373 shares of the Company’s common stock, $0.001 par value per share (the “Incentive Plan Shares”), issuable pursuant to the Company’s 2021 Incentive Award Plan (the “2021 Incentive Plan”) and 635,474 Shares (the “ESPP Shares” and, together with the Incentive Plan Shares, the “Shares”) issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP” and, together with the 2021 Incentive Plan, the “Plans”).

This opinion is being furnished at the Company’s request in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as to the issuance of the Shares.

In rendering the opinion hereinafter expressed, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true reproductions of originals, of all such documents, records, agreements and other instruments, including the Registration Statement, the Plans, the Amended and Restated Certificate of Incorporation of the Company, the Amended and Restated Bylaws of the Company, and corporate minutes of the Company as we have deemed necessary and appropriate for the purpose of this opinion. We have assumed that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of any participants thereunder. We have further assumed the genuineness of all signatures, the authenticity of all documents, certificates and records submitted to us as originals, the conformity to original documents, certificates and records of all documents, certificates and records submitted to us as copies, and the truthfulness of all statements of fact contained therein.

Based upon the foregoing, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by the respective Plan and assuming that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised and paid for, for consideration at least equal to the par value thereof, in accordance with the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the offer and sale of the Shares shall have been duly authorized and, when and to the extent that the Shares are issued in accordance with the foregoing, such Shares will be legally issued, fully paid and non-assessable.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,

/s/ Reed Smith LLP

Reed Smith LLP

 

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Incentive Award Plan and the Sonendo, Inc. 2021 Employee Stock Purchase Plan of Sonendo, Inc. of our report dated March 11, 2024, with respect to the consolidated financial statements of Sonendo, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Irvine, California

March 11, 2024

 

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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Sonendo, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	2021 Incentive Award Plan Common Stock, $0.001 par value per share	Rule 457(c) and Rule 457(h)	3,177,373  (2)	$0.18(3)	$571,927.14	$0.0001476	$84.42
Equity	2021 Employee Stock Purchase Plan Common Stock, $0.001 par value per share	Rule 457(c) and Rule 457(h)	635,474  (4)	$0.18(3)	$114,385.32	$0.0001476	$16.88
Total Offering Amounts					$686,312.46		$101.30
Total Fee Offsets							—
Net Fee Due							$101.30

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), that become issuable under the Sonendo, Inc. 2021 Incentive Award Plan (“2021 Incentive Plan”) and the Sonendo, Inc. 2021 Employee Stock Purchase Plan (“2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of Common Stock.

 

(2)	Represents additional shares of Common Stock reserved for issuance under the 2021 Incentive Plan.

 

(3)	Estimated in accordance with Rules 457(c) and 457(h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $0.18 per share, which is the average of the high and low prices of the Registrant’s Common Stock, as reported on the OTC Markets, on March 11, 2024.

 

(4)	Represents additional shares of Common Stock reserved for issuance under the 2021 ESPP.

 

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